THIS EMPLOYMENT AGREEMENT (the “Agreement”),
dated as of December 7, 2010 between James A. Hyde (the “Executive”),
NTELOS Inc., a Virginia corporation, and NTELOS Holdings Corp., a Delaware
corporation (“Holdings”) (and collectively with NTELOS,
Inc., the “Company”), recites and provides as follows:

WHEREAS, the Company considers it essential to the
best interests of its shareholders to foster the continuing employment of its
key management personnel;

WHEREAS, the Board of Directors of the Company (the
“Board”) expects that the Executive will continue to make
substantial contributions to the growth and prospects of the Company, including
substantial contributions to the Company’s proposed
“Spin-Off” as defined below; and

WHEREAS, the Executive will continue
to serve the Company in reliance upon the undertakings of the Company contained
herein.

NOW, THEREFORE, in consideration of the foregoing
premises and the mutual covenants herein, the receipt and sufficiency of which
are hereby acknowledged by each of the parties, the Company and the Executive
agree as follows:

1. Employment.

(a) Position. On the terms and subject to the
conditions set forth herein, the Company agrees to employ the Executive as
Chief Executive Officer and President throughout the Employment Term (as
defined below). At the request of the Board and without additional
compensation, the Executive shall also serve as an officer and/or director of
any or all of the subsidiaries of the Company.

(b) Duties and Responsibilities. The Executive
shall have such duties and responsibilities that are consistent with the
Executive’s position as the Board determines and shall perform such
duties and carry out such responsibilities to the best of the Executive’s
ability for the purpose of advancing the business of the Company and its
subsidiaries. Subject to the Executive’s future obligations to “SpinCo” (as defined below) under the “SpinCo Employment Agreement” (as defined below) and
to the provisions of Section 1(c) below, during the Employment Term the
Executive shall devote the Executive’s full business time, skill and
attention to the business of the Company and its subsidiaries, and, except as
specifically approved by the Board, shall not engage in any other business
activity or have any other business affiliation.

(c) Other Activities. Anything in this
Agreement to the contrary notwithstanding, as part of the Executive’s
business efforts and duties on behalf of the Company, the Executive may
participate fully in social, charitable and civic activities, and, if
specifically approved by the Board, the Executive may serve on the boards of
directors of other companies, provided that such activities do not
unreasonably interfere with the performance of, and do not involve a conflict
of interest with, the Executive’s duties or responsibilities hereunder.

2.
Employment Term. The “Employment Term”
hereunder shall continue in full force and effect until December 31, 2012 unless
terminated earlier pursuant to the terms and conditions of this Agreement.
Thereafter, the Employment Term will renew hereunder automatically for
successive one-year periods unless either party gives written notice to the
other not less than six (6) months prior to the end of Employment Term
hereof (or any subsequent anniversary, as the case may be) that such party does
not wish the Employment Term to be so extended, and under such circumstances,
the Employment Term and this Agreement will terminate by its terms, and without
liability to either party, on December 31, 2012 (or such subsequent
anniversary, as the case may be). Notwithstanding the foregoing, upon the
occurrence of a “Change in Control” (as such term is defined
in Section 4(e)(iv)), the Employment Term shall
be automatically extended so that the Employment Term shall continue in full
force and effect until the date which is twenty-four (24) months from the
date of a Change in Control and thereafter will renew automatically as of such
date and successive one-year periods thereafter, unless prior notice is given,
as provided above.

3. Compensation. During the Employment
Term, the Company will pay and/or otherwise provide the Executive with
compensation and related benefits as follows:

(a) Base Salary. The Company agrees to pay the
Executive, for services rendered hereunder, a base salary at the annual rate of
$575,000 (the “Base Salary”). The Executive’s Base
Salary will be reviewed annually throughout the Employment Term by the
Compensation Committee of the Board. Notwithstanding anything in this Agreement
to the contrary, the Company may reduce the Executive’s Base Salary by up
to ten percent (10%) during the Employment Term, but only as part of a
salary reduction program pursuant to which the Base Salaries of the Chief
Executive Officer, all Executive Vice Presidents and all Senior Vice Presidents
who have been designated as “executive officers” by the Board are
reduced by the same percentage at the same time and for the same period of time.
The Base Salary shall be payable in equal periodic installments, not less
frequently than monthly, less any sums which may be required to be deducted or
withheld under applicable provisions of law. The Base Salary for any partial
year shall be prorated based upon the number of days elapsed in such year.

(ii) Discretionary
Spin-Off Incentive Restricted Stock Award. As of the date hereof, the
Compensation Committee of the Company’s Board of Directors has awarded
the Executive an equity grant (the “Spin-Off Incentive Equity
Grant”) of 16,559 shares of restricted stock, which Spin-Off Incentive
Equity Grant will vest upon the first anniversary of the effective date (the
“Spin-Off Effective Date”) of the consummation of the
Company’s spin-off of

2

itswireline business
consistent in all material respects with the proposed spin-off of the wireline business (the “Spin-Off”)
approved by the Company’s Board of Directors as of the date hereof. The
Spin-Off Incentive Equity Grant has been awarded to the Executive in recognition
of the substantial efforts expected to be made by the Executive in connection
with the Spin-Off and to incentivize the Executive to contribute to the
successful achievement of the Spin-Off. Prior to the Spin-Off Effective Date,
the Board of Directors and the Compensation Committee will determine in their
sole discretion whether to award (and, if deemed appropriate by the Board of
Directors and the Compensation Committee due to the “ex dividend”
trading prices of Company Common Stock, cause SpinCo
(as defined below) to award) the Executive an additional equity grant (the
“Discretionary Spin-Off Incentive Equity Grant”) that consists of
up to such aggregate number of shares of restricted stock (along, if
applicable, with shares of restricted stock in SpinCo
(with the fair market value of the SpinCo restricted
stock taking into account the fair market value of the restricted stock in SpinCo on a “when issued” trading basis)) that
has an aggregate fair market value at the time of grant that equals the fair
market value of up to 16,559 shares of restricted stock immediately prior to
the Spin-Off. The Discretionary Spin-Off Incentive Equity Grant, if awarded,
will have substantially similar terms as the Spin-Off Incentive Equity Grant,
including terms for converting shares of restricted stock as a result of the
Spin-Off so that the fair market value of the number of shares of SpinCo restricted stock will equal fifty percent
(50%) of the fair market value of all shares constituting the
Discretionary Spin-Off Incentive Equity Grant.

(iii) Post Spin-Off
Restricted Stock Award. As of the date hereof, the Company and the
Executive have entered into an Employment Agreement (the “SpinCo Employment Agreement”) whereby
the Company agrees to cause the subsidiary formed by the Company to which its wireline business will be contributed (“SpinCo”), the common stock of which will be
distributed to the stockholders of the Company upon the Spin-Off Effective
Date, to employ the Executive as the Chief Executive Officer and President of SpinCo for the employment term provided for in the SpinCo Employment Agreement (the “SpinCo
Employment Term”). The Company agrees that, prior to or upon the
expiration of the SpinCo Employment Term, the Company
shall award the Executive equity grants (the “Company Equity Grants”)
of (i) the number of shares of restricted stock
with a value of $500,000 (such number of shares to be determined based upon the
standard valuation methodology used by the Company in making its restricted
stock awards for the applicable fiscal year) and (ii) the number of stock
options with a fair value equal to $500,000 (such number of stock options to be
determined based upon the standard methodology used by the Company in making
its stock option awards for the applicable year). The Company Equity Grants
shall vest twenty percent (20%) for each full year of the
Executive’s continued employment with the Company commencing on the first
anniversary of the date of the Company Equity Grants and shall provide for
accelerated vesting upon the occurrence of (x) a Change in Control and
(y) the termination of the Executive’s employment by the Company
without Cause or by the Executive for Good Reason.

(c) Team Incentive Plan. The Executive shall be
eligible to participate in the Company’s team incentive plan with an
annual incentive target of one hundred percent (100%) of Base Salary
(“Incentive Payment”), subject to achievement of such
program’s objectives and final approval of the Board. Notwithstanding the
foregoing or the terms of the team incentive plan, the full Incentive Payment
the Executive is eligible to receive under the team incentive

3

plan based on objective performance factors must be paid
and cannot be reduced or eliminated as a result of individual performance
factors other than as a result of a good faith determination by the Board. The
Incentive Payment, if any, shall be payable on or before the March 15
immediately following the end of the year in which the Incentive Payment vests
and is no longer subject to a substantial risk of forfeiture within the meaning
of Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”).

(d) Benefits. During the Employment Term (and
thereafter to the extent expressly provided herein), the Executive shall be
entitled to participate in all of the Company’s employee benefit plans
applicable to the Company’s comparable senior executives according to the
terms of those plans. In addition to the foregoing compensation, the Company
agrees that during the Employment Term it shall provide to the Executive a
monthly automobile allowance pursuant to Company policy payable in equal
periodic installments, not less frequently than monthly, less any sums which
may be required to be deducted or withheld under applicable provisions of law.

(e) Vacation. The Executive shall be entitled
to a minimum of five (5) weeks of vacation annually, during which time the
Executive shall receive compensation in accordance with the terms of this
Agreement.

(f) Term Life Insurance. During the Employment
Term, and in addition to any other benefits to which Executive shall be
entitled, the Company agrees to pay the premiums on a term life insurance
contract covering the Executive that pays a death benefit of at least
$1,500,000. The Company in its discretion shall select the term life insurance
contract on which it will pay the premiums; but the Executive shall be the
owner of such contract and will be or will designate the beneficiary of such
contract. The Company (i) will include and
report such premium payments in the Executive’s taxable income to the
extent required under applicable law and (ii) also will pay to the
Executive an additional payment in an amount such that after payment by the
Executive of all taxes imposed on the additional payment, the Executive retains
an amount of the additional payment equal to the taxes imposed upon the
Executive with respect to the Company’s payment of the premiums on the
term life insurance contract. The amount of the additional payment shall be
determined based on the Executive’s likely effective rates of federal,
state and local income taxation for the calendar year in which the additional
payment is to be made, net of the likely reduction in federal income taxes that
is obtained from any deduction of state and local taxes. Such premium payments
and additional payments for taxes shall be paid on or before the March 15
immediately following the end of the year in which the premiums on such term
life insurance contract accrued (provided the Executive was employed at such
time). Executive agrees, for purposes of calculating the amount of the
additional payment, to provide the Company such information as the Company may
reasonably request to determine the amount of the additional payment and to
cooperate with the Company in good faith in order to effectively make such
determination. The Company shall hold all such information secret and
confidential and shall not, without the prior written consent of the Executive
or as otherwise may be required by law or legal process, communicate or divulge
such information to anyone other than the Company and those in need of such
information for purposes of determining the amount of the additional payment.
Notwithstanding any other provision of this Agreement, in the event the term
life insurance

4

contract described herein extends beyond the termination of
Executive’s employment with the Company, the Executive, and not the
Company, shall be obligated to pay the premiums on such term life insurance
contract accruing after the Executive’s termination of employment with
the Company. Notwithstanding any other provision of this Agreement, if the
Company’s preferred insurance providers, for whatever reason, are
unwilling to insure the Executive on commercially reasonable terms, the Company
will pay to the Executive an annual amount equal to the average life insurance
premium paid to insure other Executives on a prorated cost per thousand basis
(grossed up as described above) in lieu of the term life insurance described in
this paragraph. Such annual amount (prorated if the Executive is not employed
for the full year) shall be paid on or before the March 15 immediately
following the end of the year in which such term life insurance contract
otherwise would have been provided.

4. Termination of Employment.

(a) By the Company For
Cause. The Company may terminate the Executive’s employment under
this Agreement at any time for Cause (as defined in Section 4(e)) and
shall provide written notice of termination to the Executive (which notice
shall specify in reasonable detail the basis upon which such termination is
made). Notwithstanding the foregoing, in no event shall any termination of
employment be deemed for Cause unless the Executive’s employment is
terminated within one hundred eighty (180) days of when the Company learns
of the act or conduct that constitutes Cause and the Board of Directors
concludes that the situation warrants a determination that the
Executive’s employment terminated for Cause. In the event the
Executive’s employment is terminated for Cause, all provisions of this
Agreement (other than Sections 5 through 15 hereof) and the Employment Term
shall be terminated; provided, however, that such termination shall not
divest the Executive of any previously vested benefit or right unless the terms
of such vested benefit or right specifically require such divestiture where the
Executive’s employment is terminated for Cause. In addition, the
Executive shall be entitled to payment of the Executive’s earned and
unpaid Base Salary to the date of termination payable as described above. The
Executive also shall be entitled to unreimbursed business and entertainment
expenses in accordance with and payable at the same time set forth in, the
Company’s policy (but no later than thirty (30) days after the date
of termination), and unreimbursed medical, dental and other employee benefit
expenses payable in accordance with the Company’s applicable employee
benefit plans (the payments and benefits described in this subsection
(a) herein after referred to as the “Standard Termination
Payments”).

(b) Upon Death or Disability. If the Executive
dies, all provisions of Section 3 of this Agreement (other than rights or
benefits arising as a result of such death) and the Employment Term shall be
automatically terminated; provided, however, that an amount equal to the
earned and unpaid Incentive Payments to the date of death and the Standard
Termination Payments shall be paid, as described above, to the
Executive’s surviving spouse or, if none, the Executive’s estate
(as set forth above), and the death benefits under the Company’s employee
benefit plans shall be paid to the Executive’s beneficiary or
beneficiaries as properly designated in writing by the Executive, in accordance
with the Company’s applicable employee benefit plans. If the Executive is
unable to perform the essential functions of the Executive’s job under
this Agreement, with or without reasonable accommodation, by reason of physical
or mental disability or incapacity (“Disability”) and such
disability or incapacity shall have

5

continued for any period aggregating six (6) months within
any twelve (12) consecutive months, the Company may terminate the
Executive’s employment, this Agreement and the Employment Term at any
time thereafter. In such event, the Executive shall be entitled to receive the
Executive’s normal compensation hereunder during said time of disability
or incapacity, and shall thereafter be entitled to receive the “Disability
Incentive Payment” (as described in the penultimate sentence of this
subsection (b)), payable no later than two and a half (2 1/2) months after
the Company terminates the Executive’s employment, and the earned and
unpaid Incentive Payments to the date of termination of the Executive’s
employment and the Standard Termination Payments, payable as described above.
The portion of the payment representing the Disability Incentive Payment shall
be paid in a lump sum determined on a net present value basis, using a
reasonable discount rate determined by the Board. The Disability Incentive
Payment shall be equal to the target Incentive Payment that the Executive would
have been eligible to receive for the year in which the Employment Term is
terminated multiplied by a fraction, the numerator of which is the number of
days in such year before and including the day of termination of the Employment
Term and the denominator of which is the total number of days in such year.

(c) By the Company Without
Cause.

(i) The Company may
terminate the Executive’s employment under this Agreement at any time
without Cause (for purposes of clarity, it is acknowledged that expiration of
the Employment Term (including notice of non-renewal) shall not be considered a
termination without Cause), and other than by reason of the Executive’s
death or disability. The Company shall provide written notice of termination to
the Executive, which notice shall specify the effective date of such
termination and that the termination is without Cause (the “Termination
Date”). If the Termination Date is later than the date of the notice,
then from the date of the notice through the Termination Date, the Executive
shall continue to perform the normal duties of the Executive’s employment
hereunder, and shall be entitled to receive when due all compensation and
benefits applicable to the Executive hereunder, payable as described above.
Thereafter, conditioned upon the Executive executing and not revoking an
effective general release in favor of the Company, the Board and their
affiliates, in a form mutually acceptable to both parties hereto, within sixty
(60) days after termination of the Executive’s employment, the
Company shall pay the Executive the amounts set forth in this subsection
(c) (except for the amounts set forth in subsection (c)(iii) which shall
be paid as set forth below regardless of whether the Executive executes such
release). Under such circumstances, subject to subsection (c)(v) and
Section 19 below, the Company shall pay the Executive an amount equal to
fifty percent (50%) of the Executive’s Base Salary for a period of
twenty-four (24) months beginning immediately after the Termination Date
(the “Termination Period”), in such periodic installments as
were being paid immediately prior to the Termination Date, no less frequently
than monthly, less any sums which may be required to be deducted or withheld
under applicable provisions of law.

(ii) Subject to subsection (c)(v) and Section 19
below, the Company shall pay the Executive a lump sum, determined on a net
present value basis, using a reasonable discount rate determined by the Board,
equal to the full target Incentive Payment for the year that includes the
Termination Date multiplied by a fraction, the numerator of which is the number
of weeks in the Termination Period and the denominator of which is fifty-two
(52), no later than two and a half (2 1/2) months after the Termination Date.

6

(iii)
The Company shall also be obligated to pay to the Executive the earned and
unpaid Incentive Payments to the Termination Date and the Standard Termination
Payments (as described above).

(iv) During the Termination Period, subject to
subsection (c)(v) and Section 19 below, the Executive and the
Executive’s dependents will be entitled to continued participation in the
“employee welfare benefit plans” (as defined in Section 3(1)
of the Employee Retirement Income Security Act of 1974) in which the Executive
and the Executive’s dependents participated on the Executive’s
Termination Date with respect to any such plans for which such continued
participation is allowed pursuant to applicable law and the terms of the plan
on the same terms as active employees (with the Company to pay or reimburse the
Executive for such continued participation on a monthly basis). In lieu of
coverage for which such continued participation is not allowed, subject to
subsection (c)(v) and Section 19 below, the Executive will be reimbursed,
on a net after-tax basis, on a monthly basis, for the cost of individual
insurance coverage for the Executive and the Executive’s dependents under
a policy or policies that provide benefits (other than disability coverage) not
less favorable than the benefits (other than disability coverage) provided
under such employee welfare benefit plans. Notwithstanding the foregoing, the
coverage or reimbursements for coverage provided under this subsection (iv) shall cease if the Executive and/or the
Executive’s dependents become covered under an employee welfare benefit
plan of another employer of the Executive that provides the same or similar
type of benefits.

(v) Notwithstanding any of the foregoing provisions,
any payments to be made, or benefits to be delivered, under this subsection
(c) (except for the amounts set forth in subsection (c)(iii) above) within
the sixty (60) days after the Termination Date shall be accumulated and
paid in a lump sum on the first payroll date occurring more than sixty (60) days,
and less than two and a half (2 1/2) months, after the Termination Date, provided the
Executive executes the release described above and the applicable revocation
period thereunder expires within the time described
above without the Executive having elected to revoke the release. Any benefits
to be provided to the Executive during such time may be provided at the
Executive’s expense with the Executive having the right to reimbursement
of such amounts at the time described above.

(vi) In addition, Executive and the Executive’s
dependents will be entitled to receive from the Company, and the Company shall
provide to the Executive and the Executive’s dependents, medical benefits
not less favorable than and on the same terms and for the same periods as those
provided under the Company’s Postretirement Medical And Life Insurance
Benefits Plan, as in effect on the date hereof or the Termination Date,
whichever is more favorable to the Executive, regardless of whether the
Executive or the Executive’s dependents are otherwise eligible to
participate in such plan. The Company, if it chooses, may provide such medical
coverage under such Postretirement Medical and Life Insurance Benefits Plan, if
the Executive otherwise is eligible thereunder, or in
lieu of medical coverage under such plan, subject to subsection (c)(v) above
and Section 19 below, the Company may pay for or may

7

procure, no less frequently
than monthly, individual insurance coverage for the Executive and the
Executive’s dependents under a policy or policies that provide medical
benefits and terms not less favorable than the medical benefits and terms
provided under such Post Retirement Medical And Life Insurance Benefits Plan,
as in effect on the date hereof or the Termination Date, whichever is more
favorable to the Executive.

(d) By the Executive. The Executive may
terminate the Executive’s employment, and any further obligations which
the Executive may have to perform services on behalf of the Company hereunder
at any time after the date hereof; by sending written notice of termination to
the Company not less than sixty (60) days prior to the effective date of
such termination. During such sixty (60) day period, the Executive shall
continue to perform the normal duties of the Executive’s employment
hereunder, and shall be entitled to receive when due all compensation and benefits
applicable to the Executive hereunder, payable as described above. Except as
provided below, if the Executive shall elect to terminate the Executive’s
employment hereunder (other than as a result of the Executive’s death or
disability), then the Executive shall remain vested in all vested benefits
provided for hereunder or under any benefit plan of the Company in which the
Executive is a participant and shall be entitled to receive the earned and
unpaid Incentive Payments to the date of termination of the Executive’s
employment and the Standard Termination Payments (as set forth above), but the
Company shall have no further obligation to make payments or provide benefits
to the Executive under Section 3 hereof. Anything in this Agreement to the
contrary notwithstanding, the termination of the Executive’s employment
by the Executive for Good Reason (as defined in Section 4(e)), shall be
deemed to be a termination of the Executive’s employment without Cause by
the Company for purposes of this Agreement, and the Executive shall be entitled
to the payments and benefits set forth in Section 4(c) above, payable as
described above, subject to the Executive executing and not revoking a general
release in favor of the Company, the Board and their affiliates, in a form
mutually acceptable to both parties hereto, within sixty (60) days after
the termination of Executive’s employment. Notwithstanding the foregoing,
in no event shall any termination of employment by the Executive be deemed for
Good Reason unless the Executive terminates employment within one hundred
eighty (180) days of when the Executive learns of the act or conduct that
constitutes Good Reason.

(e) Definitions. For purposes of this
Agreement, the following definitions will apply:

(i) Cause. The term
“Cause” means: (i) gross or
willful misconduct; (ii) willful and repeated failure to comply with the
lawful directives of the Board or any supervisory personnel; (iii) any
criminal act or act of dishonesty or willful misconduct that has a material
adverse impact on the property, operations, business or reputation of the
Company or its subsidiaries or any act of fraud, dishonesty or misappropriation
involving the Company or its subsidiaries; (iv) any conviction or plea of
guilty or nolocontendere
to a felony or a crime involving dishonesty; (v) the material breach of
the terms of any confidentiality, non-competition, non-solicitation or
employment agreement the employee has with the Company or its subsidiaries;
(vi) acts of malfeasance or negligence in a matter of material importance
to the Company or its subsidiaries; (vii) the material failure to perform
the duties and responsibilities of employee’s position after written
notice and a reasonable opportunity to cure (not to exceed

8

ninety (90) days);
(viii) grossly negligent conduct; or (ix) activities materially damaging
to the property, operations, business or reputation of the Company or its
subsidiaries (it being understood that conduct or activities pursuant to
employee’s exercise of good faith business judgment shall not be in
violation of this Section 4(e)(i)). For purposes
of this Agreement, Executive will also be deemed to be terminated for
“Cause” if, in connection with the sale, transfer, conveyance,
spin-off or other disposition of all or substantially all of the assets
(whether by asset sale, stock sale, merger, combination or otherwise) of one or
more of the Company’s Material Lines of Business (a “Material
Line of Business Sale”) with respect to which Executive is employed
or providing services at such time, (i) one or
more of the purchasers, transferees or successors in such Material Line of
Business Sale offers employment (the “Employment Offer”) to
Executive which Employment Offer would not permit Executive to terminate
employment pursuant to clauses (i), (ii), (iii),
(iv) or (v) of the definition of Good Reason contained herein,
(ii) Executive declines such Employment Offer, and (iii) the Company
terminates Executive’s employment within six (6) months of the
consummation of the Material Line of Business Sale.

(ii) Good Reason.
“Good Reason” means, after written notice by the Executive
to the Board, and a reasonable opportunity for the Company to cure (not to
exceed forty-five (45) days), that (i) the
Executive’s Base Salary is not paid or is reduced by more than ten
percent (10%) in the aggregate or other than as part of a salary reduction
program pursuant to which the Base Salaries of the Chief Executive Officer, all
Executive Vice Presidents and all Senior Vice Presidents are reduced by the
same percentage at the same time and for the same period of time, (ii) the
Executive’s target Incentive Payment is reduced, (iii) the
Executive’s job duties and responsibilities as Chief Executive Officer
and President are diminished, (additionally, a reduction in the size of the Company
as a result of a Sale of a Material Line of Business shall not alone constitute
a diminution in the Executive’s job duties and responsibilities and any
diminution in the Executive’s job duties and responsibilities after
notice of non-renewal of the Employment Term is given by either party shall not
be considered “Good Reason” hereunder), (iv) the Executive is
required to relocate to a facility more than 50 miles from Waynesboro,
Virginia, (v) the Executive is not provided benefits (e.g., health
insurance) that are comparable in all material respects to those previously
provided to the Executive, (vi) the Executive is directed by the Board or
an officer of the Company or an affiliate (or the Company’s successor or
an affiliate thereof) to engage in conduct that Company counsel, or mutually
agreed upon counsel if requested by the Executive, has advised is likely to be
illegal and that such counsel states with specificity why such direction is
likely to be illegal (including a proposal for modification of such direction
which in counsel’s opinion would not be likely to be illegal), or
(vii) the Executive is directed by the Board or an officer of the Company
or an affiliate (or the Company’s successor or an affiliate thereof) to
refrain from acting and Company counsel, or mutually agreed upon counsel if
requested by the Executive, has advised that such failure to act is likely to
be illegal and that such counsel states with specificity why such direction is
likely to be illegal (including a proposal for modification of such direction
which in counsel’s opinion would not be likely to be illegal). If the
Executive is directed to engage in conduct that he reasonably believes is
likely to be illegal or to refrain from acting and the Executive reasonably
believes that such failure to act is likely to be illegal, the Executive can
express such reservations to the Board or directing officer, and the Company
shall, at its expense, engage Company counsel, or mutually agreed upon counsel
if requested by the Executive, to advise as to whether such conduct or failure
to act is likely to be illegal. Subject to the last

9

sentence of Section 4(d)
hereof, if any of the events occur that would entitle the Executive to
terminate the Executive’s employment for Good Reason hereunder and the
Executive does not exercise such right to terminate the Executive’s
employment, any such failure shall not operate to waive the Executive’s
right to terminate the Executive’s employment for that or any subsequent
action or actions, whether similar or dissimilar, that would constitute Good Reason.
For purposes of clarity, it is acknowledged that expiration of the Employment
Term (including notice of non-renewal) shall not be considered “Good
Reason” hereunder.

(iii) Material Line of
Business. “Material Line of Business” means any line or lines
of business or service or group of services which represent(s) in the aggregate
either twenty-five percent (25%) or more of the Company’s
consolidated revenues or twenty-five percent (25%) or more of the
Company’s consolidated EBITDA (earnings before interest, taxes,
depreciation and amortization) for the twelve month period ended on the last
day of the most recently ended fiscal quarter for the Company.

(iv) Change in Control.
“Change in Control” means any of the following described in
clauses (I) through (V) below, provided that a “Change in
Control” shall not mean any event listed in clauses (I) through
(V) that occurs directly or indirectly as a result of or in connection
with Quadrangle Capital Partners LP, a Delaware limited partnership, Quadrangle
Select Partners LP, a Delaware limited partnership, Quadrangle Capital Partners
– A LP, a Delaware limited partnership, and Quadrangle NTELOS Holdings II
LP, a Delaware limited partnership (collectively the “Quadrangle
Entities”) and/or their Affiliates, related funds and co-investors
becoming the owner or “beneficial owner” (as defined in Rule 13d-3
under the Exchange Act), directly or indirectly, of securities of Holdings
representing more than fifty-one percent (51%) of the combined voting
power of the then outstanding securities, or the shareholders of Holdings
approve a merger, consolidation or reorganization of Holdings with any other
company and such merger, consolidation or reorganization is consummated, and
after such merger, consolidation or reorganization any of the Quadrangle
Entities or their respective Affiliates, related funds and co-investors acquire
more than fifty-one percent (51%) of the combined voting power of
Holdings’ then outstanding securities:

(I)
any Person is or becomes the owner or “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of Holdings representing more than fifty-one percent (51%) of
the combined voting power of the then outstanding securities;

(II)
consummation of a merger, consolidation or reorganization of Holdings with any
other company, or a sale of all or substantially all the assets of Holdings (a
“Transaction”), other than (i) a
Transaction that would result in the voting securities of Holdings outstanding
immediately prior thereto continuing to represent either directly or indirectly
more than fifty-one percent (51%) of the combined voting power of the then
outstanding securities of Holdings or such surviving or purchasing entity;

(III)
the shareholders of Holdings approve a plan of
complete liquidation of Holdings and such liquidation is consummated; or

10

(IV)
a sale, transfer, conveyance or other disposition (whether by asset sale, stock
sale, merger, combination, spin-off or otherwise) (a “Sale”)
of a Material Line of Business (other than any such Sale to the Quadrangle
Entities or their Affiliates, related funds and co-investors ), except that
with respect to this clause (IV) there shall only be a Change in Control with
respect to the Executive who at such time is employed in, or performs services
on behalf of, such Material Line of Business (whether full or part-time), and
the Executive does not receive an offer for “comparable employment”
with the purchaser, transferee or successor thereof and the Executive’s
employment is terminated by Holdings or any Affiliate of Holdings no later than
six (6) months after the consummation of the Sale of the Material Line of
Business. For these purposes, “comparable employment” means that (i) the Executive’s base salary and target
incentive payments are not reduced in the aggregate, (ii) the
Executive’s job duties and responsibilities are not diminished (but a
reduction in size of Holdings as the result of a Sale of a Material Line of
Business, or the fact that the purchaser, transferee or successor of the
Material Line of Business is smaller than Holdings, shall not alone constitute
a diminution in the Executive’s job duties and responsibilities),
(iii) the Executive is not required to relocate to a facility more than
fifty (50) miles from the Executive’s principal place of employment at
the time of the Sale and (iv) the Executive is provided benefits that are
comparable in the aggregate to those provided to the Executive immediately
prior to the Sale; or

(V)
During any period of twelve (12) consecutive months commencing on
February 13, 2006, (i) the individuals who
constituted the Board of Directors of Holdings on February 13, 2006, and
(ii) any new director who either (A) was elected by the Board of
Directors of Holdings or nominated for election by Holdings’ stockholders
and whose election or nomination was approved by a vote of more than fifty
percent (50%) of the directors then still in office who either were
directors on February 13, 2006, or whose election or nomination for
election was previously so approved or (B) was appointed to the Board of
Directors of Holdings pursuant to the designation of Quadrangle Entities, cease
for any reason to constitute a majority of the Board.

For purposes of the foregoing, “Person”
means an individual, corporation, limited liability company, partnership,
association, trust or other entity or organization, including a government or
political subdivision or an agency or instrumentality thereof.

For purposes of the foregoing, “Affiliate”
of any specified Person means any other Person directly or indirectly
controlling or controlled by or under direct or indirect common control with
such specified Person.

11

5.
Confidential Information. The Executive understands and
acknowledges that during the Executive’s employment with the Company, the
Executive has been and will be making use of, acquiring or adding to the
Company’s Confidential Information (as defined below). In order to
protect the Confidential Information, the Executive will not, during the
Executive’s employment with the Company or at any time thereafter, in any
way utilize any of the Confidential Information except in connection with the
Executive’s employment by the Company. The Executive will not at any time
use any Confidential Information for the Executive’s own benefit or the
benefit of any person except the Company. At the end of the Executive’s
employment with the Company, the Executive will surrender and return to the
Company any and all Confidential Information in the Executive’s
possession or control, as well as any other Company property that is in the
Executive’s possession or control. The Executive acknowledges and agrees
that any breach of this Section 5 would be a material breach of this
Agreement. The term “Confidential Information” shall mean
any information that is confidential and proprietary to the Company, including
but not limited to the following general categories:

(i)
trade secrets;

(ii) lists and other
information about current and prospective customers;

(iii) plans or strategies for
sales, marketing, business development, or system build-out;

(x) other information of a
similar nature not known or made available to the public or the Company’s
Competitors (as defined in Section 8).

Confidential Information includes any such information
that the Executive may prepare or create during the Executive’s
employment with the Company, as well as such information that has been or may
be created or prepared by others. This promise of confidentiality is in
addition to any common law or statutory rights of the Company to prevent
disclosure of its Trade Secrets and/or Confidential Information.

12

6.
Return of Documents. All writings, records and other documents
and things containing any Confidential Information in the Executive’s
custody or possession shall be the exclusive property of the Company, shall not
be copied and/or removed from the premises of the Company, except in pursuit of
the business of the Company, and shall be delivered to the Company, without
retaining any copies, upon the termination of the Executive’s employment
or at any time as requested by the Company.

7. Reaffirm Obligations. Upon
termination of the Executive’s employment with the Company, the Executive
shall, if requested by the Company, reaffirm in writing Employee’s
recognition of the importance of maintaining the confidentiality of the
Company’s proprietary information and trade secrets and reaffirm all of
the obligations set forth in Section 5 of this Agreement.

8. Non-Compete; Non-Solicitation. The
Executive agrees that:

(a) While the Executive is employed by the Company,
the Executive will not, directly or indirectly, compete with the business
conducted by the Company, and the Executive will not, directly or indirectly,
provide any services to a Competitor.

(b) For a period of twenty-four (24) months (the
“Non-Competition Period”) after the Executive’s
employment with the Company ends for any reason, the Executive will not compete
with the Company by performing or causing to be performed the same or similar
types of duties or services that the Executive performed for the Company for a
Competitor of the Company in any capacity whatsoever, directly or indirectly,
within any city or county of the continental United States in which, at the
time the Executive’s employment with the Company ends, the Company provides
services or products, offers to provide services or products, or has documented
plans to provide or offer to provide services or products within the
Non-Competition Period provided that the Executive has knowledge of those plans
at the time the Executive’s employment with the Company ends (the “Service
Area”). Additionally, the Executive agrees that during the
Non-Competition Period, the Executive will not, directly or indirectly, sell,
attempt to sell, provide or attempt to provide, any wireless or wireline telecommunication services, including but not
limited to internet services, to any person or entity who was a customer or an
actively sought prospective customer of the Company, at any time during the
Executive’s employment with the Company. The restrictions set forth above
shall immediately terminate and shall be of no further force or effect in the
event of a default by the Company in the payment of any consideration, if any,
to which the Executive is entitled under Section 8(i)
below, which default is not cured within thirty (30) days after written
notice thereof. The Executive acknowledges and agrees that because of the
nature of the Company’s business, the nature of the Executive’s job
responsibilities, and the nature of the Confidential Information and Trade
Secrets of the Company which the Company will give the Executive access to, any
breach of this provision by the Executive would result in the inevitable
disclosure of the Company’s Trade Secrets and Confidential Information to
its direct competitors.

(c) While the Executive is employed by the Company and
during the Non-Competition Period, the Executive will not, directly or
indirectly, solicit or encourage any employee of the Company to terminate
employment with the Company; hire, or cause to be

13

hired, for any employment by a Competitor, any person who
within the preceding twelve (12) month period has been employed by the
Company, or assist any other person, firm, or corporation to do any of the acts
described in this subsection (c).

(d) The Executive acknowledges and agrees that the
Company has a legitimate business interest in preventing him from engaging in
activities competitive with it as described in this Section 8 and that any
breach of this Section 8 would constitute a material breach of this
Section 8 and this Agreement.

(e) The Company may notify anyone employing the
Executive or evidencing an intention to employ the Executive during the
Non-Competition Period as to the existence and provisions of this Agreement and
may provide such person or organization a copy of this Agreement. The Executive
agrees that the Executive will provide the Company the identity of any employer
the Executive plans to go to work for during the Non-Competition Period along
with the Executive’s anticipated job title, anticipated job duties with
any such employer, and anticipated start date. The Company will analyze the
proposed employment and make a determination as to whether it would violate
this Section 8. If the Company determines that the proposed employment
would not pose an unacceptable threat to the Company’s interests, the
Company will notify the Executive in writing that it does not object to the
employment. The Executive further agrees to provide a copy of this Agreement to
anyone who employs the Executive during the Non-Competition Period.

(f) The Executive acknowledges and agrees that this
Section 8 is intended to limit the Executive’s right to compete only
to the extent necessary to protect the Company’s legitimate business
interest. The Executive acknowledges and agrees that the Executive will be
reasonably able to earn a livelihood without violating the terms of this
Section 8. If any of the provisions of this Section 8 should ever be
deemed to exceed the time, geographic area, or activity limitations permitted
by applicable law, the Executive agrees that such provisions may be reformed to
the maximum time, geographic area and activity limitations permitted by
applicable law, and the Executive authorizes a court or other trier of fact having jurisdiction to so reform such
provisions. In the event the Executive breaches any of the restrictions or
provisions set forth in this Section 8, the Executive waives and forfeits
any and all rights to any further benefits under this Agreement, including but
not limited to the consideration set forth in subsection (i) below
as well as any additional payments, compensation, benefits or severance pay he
may otherwise be entitled to receive under this Agreement. Additionally, in the
event the Executive breaches any of the restrictions or provisions set forth in
this Section 8, the Executive agrees to repay the Company for any of the
consideration set forth in subsection (i) below
that the Executive received prior to the breach as well as any additional
payments, compensation, benefits or severance pay the Executive might otherwise
have previously received under Section 4(c) of this Agreement.

(g) For purposes of this Section 8, the following
definitions will apply:

(i) “Directly or
indirectly” as used in this Agreement includes an interest in or
participation in a business as an individual, partner, shareholder, owner,
director, officer, principal, agent, employee, consultant, trustee, lender of
money, or in any other capacity

14

or relation whatsoever. The term includes actions taken
on behalf of the Executive or on behalf of any other person. “Directly or
indirectly” does not include the ownership of less than five percent
(5%) of the outstanding shares of any corporation, if such shares are
publicly traded in the over-the-counter market or listed on a national
securities exchange.

(ii) “Competitor” as used in this
Agreement means any person, firm, association, partnership, corporation or
other entity that competes or attempts to compete with the Company by providing
or offering to provide wireless or wireline
telecommunication services, including but not limited to internet services,
within any city or county in which the Company provides or offers those
services or products.

(h) Notwithstanding any other provision of this
Section 8, the Executive will not be considered to have violated any
prohibition against competing with the Company for engaging in any of the following
activities: (1) being employed or retained by (i) any
parent, subsidiary or affiliate organization of any Competitor where that
parent, subsidiary or affiliate organization does not itself, and the
Executive’s employment will not cause the Executive to, compete or
attempt to compete with the Company by providing or offering to provide
wireless or wireline telecommunications services,
including but not limited to internet services, within the Service Area or
(ii) any Competitor, directly or indirectly, so long as Executive’s
employment or service does not relate to working principally within the Service
Area or activities that would benefit the Competitor principally within the
Service Area; or (2) working or providing services within the Service Area
so long as the Executive’s employment or service does not relate to the
type of services provided or offered by the Company within that Service Area or
to services for which the Company has documented plans to provide, offer or
supply within that Service Area at the time of Executive’s termination of
employment; or (3) selling or attempting to sell wireless or wireline telecommunications services, including but not
limited to internet services, so long as the services or products, which the
Executive is selling or attempting to sell to a customer, do not relate to the
type of services or products provided or offered by the Company to such
customer or for which the Company has documented plans to provide, offer or
supply to such customer at the time of Executive’s termination of
employment; provided , however , that the Executive is
nevertheless prohibited from: (i) selling,
attempting to sell, and providing or attempting to provide, to any person who
was a customer, or who was actively sought as a customer, of the Company at the
time of Executive’s termination of employment any wireless or wireline telecommunications services, including but not
limited to internet services, that are the type of services or products that
the Company sold, attempted to sell or provided or attempted to provide to such
customer as described in (b) above and (ii) soliciting or encouraging
any employee of the Company to terminate employment or taking any other of the
prohibited actions as described in (c) above.

(i) In consideration of the
Executive’s undertakings set forth in this Section 8 with respect to
periods after termination of employment, but only in the event that the
Executive is entitled to the benefits and payments under Section 4(c)
above, subject to subsection 4(c)(v) and Section 19 below, the Company
will pay the Executive an amount equal to fifty percent (50%) of his Base
Salary during the Non-Competition Period, in such periodic installments, not
less frequently than monthly, as his Base Salary was being paid immediately
prior to termination of employment, with a lump sum payment on the sixtieth (60th) day
after termination of the

15

Executive’s employment
equal to the payments the Executive would have received had the payments
commenced immediately following termination of the Executive’s employment
and subsequent installments in equal periodic installments thereafter, no less
frequently than monthly, less any sums which may be required to be deducted or
withheld under applicable provisions of law. In the event the Executive is not
entitled to the benefits and payments under Section 4(c) above, the
Company will not pay Executive any of the consideration set forth in this
Section 8(i).

(j) In the event the Executive breaches any of the
restrictions or provisions set forth in this Section 8, the Executive
waives and forfeits any and all rights to any further payments under subsection
(i) or otherwise under this Agreement and agrees
to return to the Company the gross amount of any amounts previously paid, and
the value of any benefits previously provided, under this Agreement. This
waiver and forfeiture shall be effective even in the event a court refuses to
enforce the restrictions set forth in this Section 8.

9. Representations. The Executive
represents and warrants to the Company that the execution, delivery and
performance of this Agreement by the Executive does not conflict with, or
result in the breach by the Executive or violation by the Executive of, any other
agreement to which the Executive is a party or by which the Executive is bound.
The Executive hereby agrees to indemnify the Company, its officers, directors
and shareholders and hold them harmless from and against any liability
(including, without limitation, reasonable attorneys’ fees and expenses)
which they may at any time suffer or incur arising out of or relating to any
breach of an agreement, representation or warranty made by the Executive
herein. The Company represents and warrants that this Agreement and the
transactions contemplated hereby have been duly authorized by the Company by
all necessary corporate and shareholder action, and that the execution,
delivery and performance of this Agreement by the Company does not conflict
with, or result in the breach or violation by the Company of, its Certificate
of Incorporation, Articles of Incorporation or Bylaws or any other agreement to
which the Company is a party or by which it is bound. The Company hereby agrees
to indemnify the Executive and hold the Executive harmless from and against any
liability (including, without limitation, reasonable attorneys’ fees and
expenses) which the Executive may at any time suffer or incur arising out of or
relating to any breach of an agreement, representation or warranty made by the
Company herein. Any indemnity to be paid hereunder shall be payable within
thirty (30) days after the Company and the Executive agree that such
amounts are owed or there is a final settlement or resolution of the claim or
dispute for which the payments are required.

10. Remedies. The parties hereto agree
that the Company would suffer irreparable harm from a breach by the Executive
of any of the covenants or agreements contained herein. Therefore, in the event
of the actual or threatened breach by the Executive of any of the provisions of
this Agreement, the Company may, in addition and supplementary to other rights
and remedies existing in its favor, apply to any court of law or equity of
competent jurisdiction for specific performance and/or injunctive or other
relief in order to enforce or prevent any violation of the provisions hereof.
The Executive agrees that if a lawsuit or other proceeding is brought to
enforce the terms of this Agreement or determine the validity of its terms and
the Company prevails, the Company will be entitled to recover from the
Executive its reasonable attorneys’ fees and court costs. The Executive
agrees that these provisions are reasonable.

16

11.
Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Company and its affiliates and their successors and
assigns, and shall be binding upon and inure to the benefit of the Executive
and the Executive’s legal representatives and assigns, provided
that in no event shall the Executive’s obligations to perform services
for the Company and its affiliates be delegated or transferred by the
Executive. The Company may assign or transfer its rights hereunder to a
successor corporation in the event of a merger, consolidation, transfer or sale
of all or substantially all of the assets of the Company’s business or
Sale of a Material Line of Business (so long as Executive at such time is
employed in, or providing services on behalf of, such Material Line of
Business) (provided, however, that no such assignment or transfer
shall have the effect of relieving the Company of any liability to the
Executive hereunder or under any other agreement or document contemplated
herein), but only if such assignment or transfer does not result in employment
terms, conditions, duties or responsibilities which are or may be materially
different than the terms, conditions, duties or responsibilities of the
Executive hereunder. If the Company assigns or transfers its rights under this
Agreement to a successor corporation, the Executive’s obligations under
Section 8 of this Agreement will be construed and enforceable with respect
to the business and geographic scope of the Company only and will not be
construed or enforceable with respect to the business and geographic scope of
any successor corporation to which the Company’s rights may be assigned
or transferred to the extent such business or geographic scope is greater than
that of the Company at the time of such assignment or transfer. The Executive
may not transfer or assign the Executive’s rights and obligations under
this Agreement

12. Modification or Waiver. No
amendment, modification, waiver, termination or cancellation of this Agreement
shall be binding or effective for any purpose unless it is made in a writing
signed by the party against whom enforcement of such amendment, modification,
waiver, termination or cancellation is sought. No course of dealing between or
among the parties to this Agreement shall be deemed to affect or to modify,
amend or discharge any provision or term of this Agreement. No delay on the
part of the Company or the Executive in the exercise of any of their respective
rights or remedies shall operate as a waiver thereof, and no single or partial
exercise by the Company or the Executive of any such right or remedy shall
preclude other or further exercises thereof. A waiver of a right or remedy on
any one occasion shall not be construed as a bar to or waiver of any such right
or remedy on any other occasion.

13. Governing Law; Jurisdiction. This
Agreement and all rights, remedies and obligations hereunder, including, but
not limited to, matters of construction, validity and performance shall be
governed by the laws of the Commonwealth of Virginia without regard to its
conflict of laws principles or rules. To the full extent lawful, each of the
Company and the Executive hereby consents irrevocably to personal jurisdiction,
service and venue in connection with any claim or controversy arising out of
this Agreement in the courts of the Commonwealth of Virginia located in
Waynesboro, Virginia, and in the federal courts in the Western District of
Virginia.

17

14.
Excise Taxes.

(a) If any payment or distribution by the Company or
any affiliate to or for the benefit of the Executive, whether paid or payable
or distributed or distributable pursuant to the terms of this Agreement or
otherwise pursuant to or by reason of any other agreement, policy, plan,
program or arrangement, including without limitation any stock option, stock
appreciation right or similar right, or the lapse or termination of any
restriction on or the vesting or exercisability of any of the foregoing (a
“Payment”), would be subject to the excise tax imposed by
Code Section 4999 or to any similar tax imposed by state or local law, or
any interest or penalties with respect to such tax (such tax or taxes, together
with any such interest and penalties, being hereafter collectively referred to
as the “Excise Tax”), then the benefits payable or provided
under this Agreement (or other Payments as described above) shall be reduced
(but not in excess of the amount of the benefits payable or provided under this
Agreement) if, and only to the extent that, such reduction will allow the
Executive to receive a greater Net After Tax Amount than such Executive would
receive absent such reduction.

(b) The Accounting Firm (as defined below) will first
determine the amount of any Parachute Payments (as defined below) that are payable
to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total
Parachute Payments.

(c) The Accounting Firm will next determine the
largest amount of payments that may be made to the Executive without subjecting
the Executive to the Excise Tax (the “Capped Payments”).
Thereafter, the Accounting Firm will determine the Net After
Tax Amount attributable to the Capped Payments.

(d) The Executive then will receive the total
Parachute Payments or the total Capped Payments, whichever provides the
Executive with the higher Net After Tax Amount; however, if the reductions
imposed under this Section 14 are in excess of the amount of benefits
payable or provided under this Agreement, then the total Parachute Payments
will be adjusted by first reducing, on a pro rata basis, the amount of any
noncash or cash benefits under this Agreement, then noncash or cash benefits
under any other plan, agreement or arrangement, then any cash payments under
this Agreement and finally any cash payments under any other plan, agreement or
arrangement. The Accounting Firm will notify the Executive and the Company if
it determines that the Parachute Payments must be reduced and will send the
Executive and the Company a copy of its detailed calculations supporting that
determination.

(e) As a result of the uncertainty in the application
of Code Sections 280G and 4999 at the time that the Accounting Firm makes its
determinations under this Section 14, it is possible that the Executive
will have received Parachute Payments or Capped Payments in excess of the
amount that should have been paid or distributed (“Overpayments”),
or that additional Parachute Payments or Capped Payments should be paid or
distributed to the Executive (“Underpayments”). If the
Accounting Firm determines, based on either the assertion of a deficiency by
the Internal Revenue Service against the Company or the Executive, which
assertion the Accounting Firm believes has a high probability of success or
controlling precedent or substantial authority, that an Overpayment has been
made, that Overpayment may, at the Executive’s discretion, be treated for
all purposes as a loan ab initio that the Executive
must repay to the Company immediately together with interest at the applicable
Federal rate under

18

Code Section 7872;
provided, however, that no loan will be deemed to have been made and no amount
will be payable by the Executive to the Company unless, and then only to the
extent that, the deemed loan and payment would either reduce the amount on
which the Executive is subject to tax under Code Section 4999 or generate
a refund of tax imposed under Code Section 4999 and the Executive will receive
a greater Net After Tax Amount than such Executive would otherwise receive. If
the Accounting Firm determines, based upon controlling precedent or substantial
authority, that an Underpayment has occurred, the Accounting Firm will notify
the Executive and the Company of that determination and the amount of that
Underpayment will be paid to the Executive promptly by the Company after such
determination.

(f) For purposes of this Section 14, the
following terms shall have their respective meanings:

(i) “Accounting
Firm” means the independent accounting firm currently engaged by the
Company, or a mutually agreed upon independent accounting firm if requested by
the Executive; and

(ii) “Net After Tax
Amount” means the amount of any Parachute Payments or Capped Payments,
as applicable, net of taxes imposed under Code Sections 1, 3101 (b) and
4999 and any State or local income taxes applicable to the Executive on the
date of payment. The determination of the Net After
Tax Amount shall be made using the highest combined effective rate imposed by
the foregoing taxes on income of the same character as the Parachute Payments
or Capped Payments, as applicable, in effect on the date of payment.

(iii) “Parachute Payment” means a
payment that is described in Code Section 280G(b)(2), determined in
accordance with Code Section 280G and the regulations promulgated or
proposed thereunder.

(g) The fees and expenses of the Accounting Firm for
its services in connection with the determinations and calculations
contemplated by the preceding subsections shall be borne by the Company.

(h) The Company and the Executive shall each provide
the Accounting Firm access to and copies of any books, records and documents in
the possession of the Company or the Executive, as the case may be, reasonably
requested by the Accounting Firm, and otherwise cooperate with the Accounting
Firm in connection with the preparation and issuance of the determinations and
calculations contemplated by the preceding subsections. Any determination by
the Accounting Firm shall be binding upon the Company and the Executive.

15. Severability. Whenever possible each
provision and term of this Agreement shall be interpreted in such a manner as
to be effective and valid under applicable law, but if any provision or term of
this Agreement shall be held to be prohibited by or invalid under such
applicable law, then such provision or term shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating or affecting in
any manner whatsoever the remainder of such provisions or term or the remaining
provisions or terms of this Agreement. If any provision contained in Sections 5
or 8 of this Agreement shall for any reason be held to be

19

excessively broad or unreasonable as to time, territory, or
interest to be protected, a court is hereby empowered and requested to construe
such provision by narrowing it so as to make it reasonable and enforceable to
the extent provided under applicable law.

16. Counterparts. This Agreement may be
executed in separate counterparts, each of which is deemed to be an original
and all of which taken together constitute one and the same Agreement.

17. Headings. The headings of the
Sections of this Agreement are inserted for convenience only and shall not be
deemed to constitute a part hereof and shall not affect the construction or
interpretation of this Agreement.

18. Entire Agreement. This Agreement
(together with all documents and instruments referred to herein) constitutes
the entire agreement, and supersedes all other prior agreements and
undertakings, both written and oral, among the parties with respect to the
subject matter hereof, including any prior employment or management continuity
agreement under which the Executive hereby agrees to waive all rights and which
is hereby terminated.

19. Section 409A. It is intended that
any payment or benefit which the Executive is to be paid or provided in
connection with this Agreement which is considered to be non-qualified deferred
compensation subject to Section 409A of the Code, shall be paid and
provided in a manner, and at such time, as complies with, or is exempt from,
the applicable requirements of Section 409A of the Code. In connection
with effecting such compliance with, or exemption from, Section 409A of
the Code, the following shall apply:

(a) Neither the Executive nor the Company shall take
any action to accelerate or delay the payment of any monies and/or provision of
any benefits in any matter which would not be in compliance with, or exempt
from, Section 409A of the Code.

(b) If the Executive is a “specified employee”
for purposes of Section 409A(a)(2)(B)(i) of the
Code, any payment or provision of benefits in connection with the
Executive’s separation from service (as determined for purposes of
Section 409A of the Code) shall not be made until six (6) months
after the Executive’s separation from service or, if earlier, the
Executive’s death (the “409A Deferral Period”) as and
to the extent required under Section 409A of the Code. In the event such
payments are otherwise due to be made in installments or periodically during
the 409A Deferral Period, the payments which would otherwise have been made in
the 409A Deferral Period shall be accumulated and paid in a lump sum as soon
as, and within thirty (30) days after, the 409A Deferral Period ends, and
the balance of the payments shall be made as otherwise scheduled. In the event
such benefits are required to be deferred, any such benefits may be provided
during the 409A Deferral Period at the Executive’s expense, and the
Executive will have the right to reimbursement from the Company as soon as, and
within thirty (30) days after, the 409A Deferral Period ends, and the
balance of the benefits shall be provided as otherwise scheduled.

20

(c)
For purposes of this Agreement, all rights to payments and benefits hereunder shall
be treated as rights to receive a series of separate payments and benefits to
the fullest extent allowed by Section 409A of the Code.

(d) For purposes of determining time of (but not
entitlement to) the payment or provision of non-qualified deferred compensation
under this Agreement subject to Section 409A of the Code in connection
with the termination of the Executive’s employment, termination of
employment will be construed to mean a “separation from service”
within the meaning of Section 409A of the Code where it is reasonably
anticipated that the Executive will not perform any further services after that
date or that the level of bona fide services that the Executive will perform
after that date (whether as an employee or independent contractor) will
permanently decrease to no more than twenty percent (20%) of the average
level of bona fide services the Executive performed over the immediately
preceding thirty-six (36) month period.

(e) A “specified employee” for purposes of
Section 409A(a)(2)(B)(i) of the Code shall be
determined on the basis of the applicable twelve (12)-month period ending on
the specified employee identification date designated by the Company
consistently for purposes of this Agreement and similar agreements or, if no
such designation is made, based on the default rules and regulations under
Section 409A(a)(2)(B)(i) of the Code.

(f) Notwithstanding any of the provisions of this
Agreement, the Company shall not be liable to the Executive if any payment or
benefit which is to be provided pursuant to this Agreement and which is
non-qualified deferred compensation subject to Section 409A of the Code
otherwise fails to comply with, or be exempt from, the requirements of
Section 409A of the Code.

[SIGNATURES APPEAR ON THE FOLLOWING PAGE]

21

IN
WITNESS WHEREOF, the undersigned have executed this Agreement as of the date
first above written.